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Highway 9 Phase III Agreement with BKF CITY OF SARATOGA STANDARD INDEPENDENT CONTRACTOR AGREEMENT THIS AGREEMENT is made at Saratoga, California by and between the CITY OF SARATOGA,
a municipal corporation ("City"), and BKF ENGINEERS, ("Contractor"), who agree as follows: RECITALS WHEREAS, City requires the services of a qualified contractor to provide the work
product described in Exhibit A of this Agreement; and WHEREAS, City lacks the qualified personnel to provide the specified work product; and WHEREAS, Contractor is duly qualified to
provide the required work product; and WHEREAS, Contractor is agreeable to providing such work product on the terms and conditions hereinafter set forth. NOW THEREFORE, the parties hereto
agree as follows: 1. RESULTS TO BE ACHIEVED Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to City the work product described in Exhibit A
("Scope of Work"). Contractor is not authorized to undertake any efforts or incur any costs whatsoever under the terms of this Agreement until receipt of a fully executed Purchase Order
from the Finance Department of the City of Saratoga. 2. TERM The term of this Agreement commences on February 2nd, 2011 and extends through December 30, 2012 or the completion of the
project, whichever occurs first, unless it is extended by written mutual agreement between the parties, provided that the parties retain the right to terminate this Agreement as provided
in Exhibit D at all times. 3. PAYMENT City shall pay Contractor for work product produced pursuant to this Agreement at the time and in the manner set forth in Exhibit B ("Payment").
The payments specified in Exhibit B shall be the only payments to be made to Contractor in connection with Contractor's completion of the Scope of Work pursuant to this Agreement. Contractor
Highway 9 Phase III Agreement with BKF shall submit all billings to City in the manner specified in Exhibit B; or, if no manner is specified in Exhibit B, then according to the usual
and customary procedures and practices which Contractor uses for billing clients similar to City. 4. FACILITIES AND EQUIPMENT Except as set forth in Exhibit C ("Facilities and Equipment"),
Contractor shall, at its sole cost and expense, furnish all facilities and equipment, which may be required for completing the Scope of Work pursuant to this Agreement. City shall furnish
to Contractor only the facilities and equipment listed in Exhibit C according to the terms and conditions set forth in Exhibit C. 5. GENERAL PROVISIONS City and Contractor agree to and
shall abide by the general provisions set forth in Exhibit D ("General Provisions"). In the event of any inconsistency between said general provisions and any other terms or conditions
of this Agreement, the other term or condition shall control insofar as it is inconsistent with the General Provisions. 6. EXHIBITS All exhibits referred to in this Agreement are attached
hereto and are by this reference incorporated herein and made a part of this Agreement. 7. CONTRACT ADMINISTRATION This Agreement shall be administered on behalf of City by Dave Anderson
("Administrator"). The Administrator has complete authority to receive information, interpret and define City's policies consistent with this Agreement, and communicate with Contractor
concerning this Agreement. All correspondence and other communications shall be directed to or through the Administrator or his or her designee. 8. NOTICES All notices or communication
concerning a party's compliance with the terms of this Agreement shall be in writing and may be given either personally, by certified mail, return receipt requested, or by overnight
express carrier. The notice shall be deemed to have been given and received on the date delivered in person or the date upon which the postal authority or overnight express carrier indicates
that the mailing was delivered to the address of the receiving Party. The Parties shall make good faith efforts to provide advance courtesy notice of any notices or communications hereunder
via telefacsimile. However, under no circumstances shall such courtesy notice satisfy the notice requirements set forth above; nor shall lack of such courtesy notice affect the validity
of service pursuant to the notice requirement set forth above. Any Party hereto, by giving ten (10) days written notice to the other, may designate any other address as substitution
of the address to which the notice or
Highway 9 Phase III Agreement with BKF communication shall be given. Notices or communications shall be given to the Parties at the addresses set forth below until specified otherwise
in writing: Notices to Contractor shall be sent to: Natalina Bernardi BKF Engineers 4670 Willow Drive, Suite 250 Pleasanton, CA 94588 Notices to City shall be sent to: Public Works Director
City of Saratoga 13777 Fruitvale Avenue Saratoga, CA 95070 With a copy (which copy shall not constitute notice) to: City Clerk City of Saratoga 13777 Fruitvale Avenue Saratoga, CA 95070
9. ENTIRE AGREEMENT This Agreement supersedes any and all agreements, either oral or written, between the parties hereto with respect to Contractor's completion of the Scope of Work
on behalf of City and contains all of the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement
acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied
herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No amendment, alteration, or variation of the terms of this Agreement
shall be valid unless made in writing and signed by the parties hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CONTRACTOR: By: ________________________________
Date: _________________ Print Name: Position:
Highway 9 Phase III Agreement with BKF CITY OF SARATOGA, a municipal corporation By: __________________________________ Date: __________________ Name: Dave Anderson Title: City Manager
APPROVED AS TO FORM: By: _______________________________ Date: ___________________ City Attorney Attachments Exhibit A --Scope of Work Exhibit B --Contract Payment and Reporting Schedule
Exhibit C --Facilities and Equipment Exhibit D --General Provisions Exhibit E --Insurance Requirements
Highway 9 Phase III Agreement with BKF EXHIBIT A SCOPE OF WORK See attached detail Scope of Services.
Hwy 9 Safety Improvements Phase 3 -Scope of Services BKF Job No. 20107004-PP Revised: January 25, 2011 Page 1 of 5 EXHIBIT A SCOPE OF SERVICES Prepared for: Hwy 9 Safety Improvements
– Phase 3 City of Saratoga Los Gatos, and Monte Sereno Below is a summary of the understanding of the project scope and limits of work: Austin Way Intersection Realignment: Implement
the Fehr and Peers recommended Austin Way intersection realignment. Including removal of the right-turn lane and the median at Austin Way approaches for both sides of Highway 9 to provide
better site distance for the intersection (Figure 1 – Attached). Coordinate with Fire District on driveway location and Advance Fire Station warning lights. Install a street light
at the south approach of Austin Way. Incorporate vegetation removal per Fehr and Peers memorandum. Landscape areas created by the new Austin Way intersection geometrics. Coordination
for the relocation of an existing power pole at the south approach of Austin Way, including utility relocations necessary for the new intersection alignment (undergrounding of overhead
lines is not included). Bicycle Loop Improvements: Provide bicycle detection facilities at the following intersections on Highway 9: Bicycle Loops Detection: o Fruitvale Avenue o
Quito Road o North Santa Cruz Avenue Bicycle Video Detection: o Alberto Way o Los Gatos Boulevard Highway 9 at Los Gatos Boulevard Improvements: Design a new through bicycle lane
to separate the through/right turn conflict. This design will require a small retaining wall. TASK 1 -PROJECT MANAGEMENT/TEAM LEADERSHIP 1.1 PROJECT KICK-OFF MEETING: Notify affected
agencies and administer a project “kick-off” meeting. This meeting to gain initial input about project goals, timetable,
Hwy 9 Safety Improvements Phase 3 -Scope of Services BKF Job No. 20107004-PP Revised: January 25, 2011 Page 2 of 5 contacts, responsibilities, and schedules. BKF will document the meeting
and distribute a meeting summary and participant list to attendees for review and comments. 1.2 PUBLIC MEETINGS: There are no anticipated public Meetings 1.3 PROJECT MANAGEMENT: Set
up cost tracking format and obtain approval from the City. Set up and execute Sub-Consultant contracts for the project. Meet with design team and Client representatives to refine the
project scope and establish the design schedule including milestones. Manage the design team relating to the scope, schedule and design fee of the project. TASK 2 -TASK 2 PRELIMINARY
INVESTIGATIONS, DATA COLLECTIONS, AND CONCEPTUAL DESIGN ALTERNATIVES 2.1 TOPOGRAPHIC SURVEYING: Aerial surveys provided by the City will be incorporated in the background of the topographic
base maps. A limited supplemental topographic survey will be conducted after concepts have been resolved. This survey will pick up only critical elevations and features and will not
be a comprehensive survey of the project limits. It is assumed the planametrics will provide adequate topo for a majority of the project needs. The limits of the topographic survey will
be within the City of Los Gatos and Caltrans Right of Way adjacent to the project limits. Project base sheets will be prepared using the existing available information from agencies
and the topographic surveys. No boundary survey is included in this Scope of Work. 2.2 GATHER SITE INFORMATION. Retrieve existing site improvement plans, CAD files, and relative information
regarding existing site conditions. Using record plans, maps and studies (provided by agencies) update and supplement the project base sheets. 2.3 UTILITY COORDINATION: Request information
from dry utilities (electric, gas, telephone, cable) on existing facilities, maps and discuss any possible capital improvements within the project limits. Coordinate with wet utilities
(water, sewer, and storm drain) to gather existing facility maps and discuss any possible capital improvements or replacement of existing facilities in the project limits. 2.4 DEVELOP
CONCEPTS: Using the project base sheets, the design team will begin preparation of conceptual design alternatives for each segment for the project showing: 2.4.1. Approximate location
of improvements and impacts to existing facilities, properties, and vegetation. 2.4.2. Cross Sections and details at critical locations showing both the vertical and horizontal opportunities
and constraints.
Hwy 9 Safety Improvements Phase 3 -Scope of Services BKF Job No. 20107004-PP Revised: January 25, 2011 Page 3 of 5 2.5 CONCEPTUAL SITE WALK: BKF will conduct a site walk with the City
to evaluate the viability of the design concepts generated in Task 2.4. 2.6 REFINE CONCEPTS: The design team will refine the conceptual alternatives based on the results from the site
walk. TASK 3 -60 % CONSTRUCTION DOCUMENT PLAN PACKAGE 3.1 CITY MEETING: BKF will meet with the City and the stakeholder agencies to discuss the refined concepts. Any outstanding design
elements will be discussed and resolved during this meeting. These concepts will be used for the basis of design for the remainder of the project. 3.2 60% PLAN, SPECIFICATIONS, AND ESTIMATES:
Using the concepts agreed upon in Task 3.1, the design team will prepare a 60% Construction Document Plan Package which will include: 3.2.1. Cover Sheet, General Notes, and Key Maps
3.2.2. Prepare 1” = 20’ scale plan view design sheets showing: 3.2.2.1. Demolition identifying specific items that are to be removed, relocated, or salvaged by the contractor showing
type and limits to be removed 3.2.2.2. Layout showing horizontal alignments 3.2.2.3. Grading for vertical control of improvements 3.2.3. Prepare traffic signal modification plans to
incorporate the bicycle detection loops and video facilities. 3.2.4. Details and Sections showing cross sections and details at key locations to clearly indicate the intent of the design.
3.2.5. Traffic Handling Plan showing the phasing and type of traffic handling to be used during construction for segments adjacent to the roadway or pedestrian traveled way. 3.2.6. Outline
of Technical Specifications for the project 3.2.7. Prepare Construction Cost Estimate using the 60% Plans and Specifications
Hwy 9 Safety Improvements Phase 3 -Scope of Services BKF Job No. 20107004-PP Revised: January 25, 2011 Page 4 of 5 3.3 60% PS&E SUBMITTAL: The Design team will assemble and coordinate
an in-house Quality Control review of the 60% PS&E package. The team will refine the package and submit to the City for review and comment. 3.4 ENCROACHMENT PERMITS: The Design Team
will prepare and submit encroachment permit application package for both Caltrans as well as Santa Clara County for review. 3.5 60% PS&E REVIEW MEETING: The design team will meet with
the City to discuss their internal review and comments. Items needing additional clarification will be identified and addressed by the team. TASK 4 -90 % CONSTRUCTION DOCUMENT PLAN PACKAGE
4.1 90% PS&E PACKAGE: Revise 60% PS&E Plan Package incorporating written comments provided by City and prepare 90% PS&E Package which will include: 4.1.1. Cover Sheet, General Notes,
and Key Maps 4.1.2. Prepare 20 scale Plan view design sheets showing: 4.1.2.1. Demolition 4.1.2.2. Layout 4.1.2.3. Grading 4.1.3. Retaining wall plan and profile sheets, where necessary
4.1.4. Prepare traffic signal modification plans to incorporate the bike loops 4.1.5. Details and Sections sheets necessary to show intent of design 4.1.6. Traffic Handling Plans 4.1.7.
Specifications 4.1.8. Construction Cost Estimate based on 90% Plans and Specifications 4.2 90% PS&E SUBMITTAL: The design team will assemble and coordinate an in-house quality control
review of the 90% PS&E package. The team will update the package and submit to the City for review and comment.
Hwy 9 Safety Improvements Phase 3 -Scope of Services BKF Job No. 20107004-PP Revised: January 25, 2011 Page 5 of 5 4.3 ENCROACHMENT PERMITS: The Design Team will incorporate review comments
and submit encroachment permit application package for both Caltrans as well as Santa Clara County for review. 4.4 REVIEW MEETING: BKF will meet with the City to discuss 90% PS&E review
comments. TASK 5 -100 % CONSTRUCTION DOCUMENT PLAN PACKAGE 5.1 100% PS&E PLAN PACKAGE: Modify the 90% PS&E Plan Package incorporating written comments on the provided by City and prepare
100% PS&E Package for bidding. 5.2 ENCROACHMENT PERMITS: The Design Team will incorporate any review comments and submit encroachment permit application package for both Caltrans as
well as Santa Clara County for issuance. 5.3 100% PS&E SUBMITTAL: The design team will assemble the final PS&E Bid Ready documents and provide the City the package in both hard copy
and electronic form (PDF, MS Word, MS Excel, and AutoCAD). TASK 6 -BIDDING PHASE 6.1 PRE-BID MEETING: Administer and record pre-bid meeting. 6.2 DESIGN CLARIFICATIONS: During the bidding
phase, provide office consultation to bidding contractors. Provide formal clarifications issued in writing to all bidding contractors. TASK 7 -CONSTRUCTION SERVICES – TBD
Highway 9 Phase III Agreement with BKF EXHIBIT B PAYMENT 1. TOTAL COMPENSATION City shall pay Contractor an amount not to exceed the total sum of $ 98,941 (Ninety eight thousand nine
hundred forty one Dollars) for work to be performed and reimbursable costs incurred pursuant to this Agreement. The total sum stated above shall be the total which City shall pay for
the work product to be provided by Contractor pursuant to this Agreement. 2. INVOICES Contractor shall submit invoices, not more often than once a month during the term of this Agreement,
based on the cost for work performed and reimbursable expenses incurred prior to the invoice date. Invoices shall contain the following information: a. Serial identifications of bills,
i.e., Bill No. 1; b. The beginning and ending dates of the billing period; c. A summary containing the total contract amount, the amount of prior billings, the total due this period,
and the remaining balance available for all remaining billing periods. 3. MONTHLY PAYMENTS City shall make monthly payments, based on such invoices, for satisfactory progress in completion
of the Scope of Work, and for authorized reimbursable expenses incurred. 4. REIMBURSABLE EXPENSES There shall be no right to reimbursement of expenses incurred by Contractor except as
specified in Exhibit A to this Agreement.
Exhibit 'B' SUMMARY OF FEES & HOURS BKF Engineers Scope of Fee and Services 1650 Technology Drive, Suite 200 San Jose, CA 95110 City of Saratoga, Town of Los Gatos, and City of Monte
Sereno Tel 408.467.9100, Fax 408.467.9199 Highway 9 Safety Improvements Project Phase 3 Hwy 9 Safety Improvements Project Phase 3 Task 1 Project Management/Team Leadership Task 2 Preliminary
Investigations, Data Collection, and Conceptual Design Alternatives Task 3 60 % Construction Documents Package Preparation Task 4 90% Construction Documents Package Preparation Task
5 100% Construction Documents Package Preparation Task 6 Bidding Phase TASK PIC PM Eng III Eng II Eng I Tech Draft Surv Total Cost Rate/hr $ 193 $ 158 $ 136 $ 119 $ 104 $ -$ -$ 234 Hours
Task 1 4 24 0 0 0 0 0 0 28 $ 4,564 Task 2 0 11 2 4 45 0 0 8 70 $ 9,038 Task 3 4 30 40 80 184 0 0 0 338 $ 39,608 Task 4 0 13 40 24 184 0 0 0 261 $ 29,486 Task 5 0 4 4 8 28 0 0 0 44 $
5,040 Task 6 0 3 0 0 6 0 0 0 9 $ 1,098 BKF 8 82 86 116 441 0 0 8 750 Subtotal $1,544 $12,956 $11,696 $13,804 $45,864 $0 $0 $1,872 $ 88,834 Reimbursable Expenses: Printing 4.0% of professional
fees $ 3,553 Delivery/Mileage 4.0% of professional fees $ 3,553 Total Reimbursable Budget $ 7,107 Subconsultants: 1 Gates and Associates -Landscape Architect $ 3,000 Total Subconsultant
Budget $ 3,000 Total Budget $ 98,941 Legend PIC Principal in Charge Eng I Engineer I PM Project Manager Surv Survey Field Crew Eng III Engineer III Eng II Engineer II P:\Eng10\107004
-Hwy 9 Phase 2\Contract\Phase III-Austin Way\City Council Package\Fee Proposal 1-25-11.XLS] Segment 1 Page1 of 3 Printed 1/25/2011
Exhibit 'B' Task 1 Project Management/Team Leadership Task 1.1 Kick-Off Meeting Task 1.2 Coordinate Design with Team Members and Consultants TASK PIC PM Eng III Eng II Eng I Tech Draft
Surv Tot Hrs Cost Task 1.1 4 4 8 $ 1,404 Task 1.2 20 20 $ 3,160 Subtotal 4 24 0 0 0 0 0 0 28 $ 4,564 Task 2 Preliminary Investigations, Data Collection, and Conceptual Design Alternatives
Task 2.1 Conduct Topographic Survey to supplement Planimetric Mapping (NAD 1983 & NAVD 1988) Task 2.2 Request/Collect/Review available CT and City As-Builts, R/W Record Maps, and other
Project Improvements Plans Task 2.3 Request/Collect/Review Available Utility Record Information (as needed) Task 2.4 Develop Conceptual Design Alternatives Task 2.5 Perform Site Visit
with City to Verify Conceptual Design Alternatives Task 2.6 Refine Conceptual Design Alternatives TASK PIC PM Eng III Eng II Eng I Tech Draft Surv Tot Hrs Cost Task 2.1 1 4 8 13 $ 2,446
Task 2.2 1 1 $ 104 Task 2.3 6 6 $ 624 Task 2.4 4 2 4 18 28 $ 3,252 Task 2.5 4 4 $ 632 Task 2.6 2.6 2 16 18 $ 1,980 Subtotal 0 11 2 4 45 0 0 8 70 $ 9,038 Task 3 60 % Construction Documents
Package Preparation Task 3.1 City Meeting to discuss Concept Alternatives Task 3.2 Prepare 60% PS&E Documents Task 3.3 Submit 60 % PS&E Package to City for Review Task 3.4 Meet with
City to discuss 60% Review Comments TASK PIC PM Eng III Eng II Eng I Tech Draft Surv Tot Hrs Cost Task 3.1 4 4 $ 632 Task 3.2 4 22 40 80 180 326 $ 37,928 Task 3.3 1 4 5 $ 574 Task 3.4
3 3 $ 474 Subtotal 4 30 40 80 184 0 0 0 338 $ 39,608 Task 4 90% Construction Documents Package Preparation Task 4.1 Incorporate 60% Review comments and Prepare 90% PS&E Package Task
4.2 Submit 90 % PS&E Package to City for Review Task 4.3 Meet with City to discuss 90% Review Comments TASK PIC PM Eng III Eng II Eng I Tech Draft Surv Tot Hrs Cost Task 4.1 8 40 24
180 252 $ 28,280 Task 4.2 1 4 5 $ 574 Task 4.3 4 4 Subtotal 0 13 40 24 184 0 0 0 261 $ 29,486 Task 5 100% Construction Documents Package Preparation Task 5.1 Incorporate 90% Review comments
and Prepare 100% PS&E Package for Bidding Task 5.2 Submit 100 % PS&E to City for Bidding TASK PIC PM Eng III Eng II Eng I Tech Draft Surv Tot Hrs Cost Task 5.1 4 4 8 24 40 $ 4,624 Task
5.2 4 4 $ 416 Subtotal 0 4 4 8 28 0 0 0 44 $ 5,040 P:\Eng10\107004 -Hwy 9 Phase 2\Contract\Phase III-Austin Way\City Council Package\Fee Proposal 1-25-11.XLS] Segment 1 Page2 of 3 Printed
1/25/2011
Exhibit 'B' Task 6 Bidding Phase Task 6.1 Pre-Bid Meeting Task 6.2 Design Clarifications TASK PIC PM Eng III Eng II Eng I Tech Draft Surv Tot Hrs Cost Task 6.1 2 2 $ 316 Task 6.2 1 6
7 $ 782 Subtotal 0 3 0 0 6 0 0 0 9 $ 1,098 Project Assumptions and Exclusions: 1. It is assumed that the design work will be completed in one phase. 2. It is assumed that the retaining
walls will be located within Caltrans ROW and are subject to Caltrans review and approval. 3. Retaining walls are assumed to incorporate baseline aesthetic treatments in the form of
colored concrete and/or standard form line textures for cast-in-place concrete and standard colors, textures and uniform patterns for masonry block type retaining walls. Enhanced aesthetic
treatments beyond baseline concepts for retaining walls is outside the scope and shall be considered extra work. 4. Assume the project Environmentally cleared. 5. This proposal does
not anticipate any acquisition needs and does not include any fees associated with fee acquisition, legal descriptions, boundary or right or way surveys. 6. The need of this project
is based on safety; operational analysis, including traffic counts, modeling, and forecasting is excluded. 7. Any design for 3rd party utility relocation (telephone, communications,
PG&E, etc.) shall be considered extra work. 8. It is assumed that the Project will not require preparation of a Longitudinal or Transversal Utility Exception Report 9. It is assumed
that the Project will not require preparation of a Traffic Management Plan 10. It is assumed that the Project will not require preparation of a Hydraulic/Floodplain Study Report 11.
It is assumed that the City of Saratoga will be Lead Agency 12. Project design units will be imperial (feet). 13. It is assumed that the Project will not require Caltrans' ABC Mapping.
14. Potholing has been excluded from this scope of fee and services. 15. Project will not impact parks P:\Eng10\107004 -Hwy 9 Phase 2\Contract\Phase III-Austin Way\City Council Package\Fee
Proposal 1-25-11.XLS] Segment 1 Page3 of 3 Printed 1/25/2011
Highway 9 Phase III Agreement with BKF EXHIBIT C FACILITIES AND EQUIPMENT City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably
necessary for Contractor's use while consulting with City employees and reviewing records and the information in possession of City. The location, quantity, and time of furnishing said
physical facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility which may involve incurring any direct expense, including, but
not limiting the generality of this exclusion, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Contractor shall not use such services,
premises, facilities, supplies or equipment for any purpose other than in the performance of Contractor's obligations under this Agreement.
Highway 9 Phase III Agreement with BKF EXHIBIT D GENERAL PROVISIONS 1. INDEPENDENT CONTRACTOR At all times during the term of this Agreement, Contractor shall be an independent contractor
and shall not be an employee of City. Contractor shall complete the Scope of Work hereunder in accordance with currently approved methods and practices in Contractor's field. City shall
have the right to control Contractor only with respect to specifying the results to be obtained from Contractor pursuant to this Agreement. City shall not have the right to control the
means by which Contractor accomplishes services rendered pursuant to this Agreement. Likewise, no relationship of employer and employee is created by this Agreement between the City
and Contractor or any subcontractor or employee of Contractor. Nothing contained in this Agreement shall be construed as limiting the right of Contractor to engage in Contractor's profession
separate and apart from this Agreement so long as such activities do not interfere or conflict with the performance by Contractor of the obligations set forth in this Agreement. Interference
or conflict will be determined at the sole discretion of the City. 2. STANDARD OF PERFORMANCE Contractor shall complete the Scope of Work required pursuant to this Agreement in the manner
and according to the standards observed by a competent practitioner of the profession in which Contractor is engaged in the geographical area in which Contractor practices its profession.
All work product of whatsoever nature, which Contractor delivers to City pursuant to this Agreement, shall be prepared in a substantial, first class and workmanlike manner and conform
to the standards of quality normally observed by a person practicing in Contractor's profession. 3. TIME Contractor shall devote such time to the Scope of Work pursuant to this Agreement
as may be reasonably necessary for satisfactory performance of Contractor's obligations pursuant to this Agreement. After this Agreement has been in effect for at least one full calendar
year, the unit prices paid as indicated in Exhibit B may be adjusted each fiscal year based on the San Francisco Bay Area Consumer Price Index (CPI) for urban wage earners and clerical
workers for the year ending with November; provided, however, any such adjustment to the unit prices shall not increase the maximum contract amount set forth in this Agreement. The Contractor
request adjustments in writing prior to March 1 for the following fiscal year.
Highway 9 Phase III Agreement with BKF 4. CONTRACTOR NO AGENT Except as City may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of City
in any capacity whatsoever as an agent. Contractor shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. 5. BENEFITS AND
TAXES Contractor shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance,
medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for
and obligated to pay directly all applicable taxes, including, but not limited to, federal and state income taxes, and in connection therewith Contractor shall indemnify and hold City
harmless from any and all liability that City may incur because of Contractor's failure to pay such taxes. City shall have no obligation whatsoever to pay or withhold any taxes on behalf
of Contractor. 6. ASSIGNMENT PROHIBITED No party to this Agreement may assign any right or obligation pursuant to this Agreement. Any attempted or purported assignment of any right or
obligation pursuant to this Agreement shall be void and of no effect. However, with the consent of the City given in writing, Contractor is entitled to subcontract such portions of the
work to be performed under this Agreement as may be specified by City. 7. PERSONNEL a. Qualifications. Contractor shall assign only competent personnel to complete the Scope of Work
pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the removal of any such persons, Contractor shall,
immediately upon receiving notice from city of such desire of City, cause the removal of such person or persons. b. Employment Eligibility. Contractor shall ensure that all employees
of Contractor and and any subcontractor retained by Contractor in connection with this Agreement have provided the necessary documentation to establish identity and employment
eligibility as required by the Immigration Reform and Control Act of 1986. Failure to provide the necessary documentation will result in the termination of the Agreement as required
by the Immigration Reform and Control Act of 1986. c. Prevailing Wages. This is a public works contract within the meaning of Part 7 of Division 2 of the California Labor Code (Sections
1720 et seq.). In accordance with California Labor Code Section 1771, all contractors and subcontractors on this public work project shall pay not less than current
Highway 9 Phase III Agreement with BKF prevailing wage rates as determined by the California Department of Industrial Relations (“DIR”). Pursuant to Section 1773 of the California Labor
Code, the City has obtained the general prevailing rate of wages and employer payments for health and welfare, vacation, pension and similar purposes in the City of Saratoga, a copy
of which is on file at 13777 Fruitvale Avenue, Saratoga, California at the office of the Public Works Director, and shall be made available for viewing to any interested party upon request.
8. CONFLICT OF INTEREST a. In General. Contractor represents and warrants that, to the best of the Contractor's knowledge and belief, there are no relevant facts or circumstances which
could give rise to a conflict of interest on the part of Contractor, or that the Contractor has already disclosed all such relevant information. b. Subsequent Conflict of Interest. Contractor
agrees that if an actual or potential conflict of interest on the part of Contractor is is discovered after award, the Contractor will make a full disclosure in writing to the City.
This disclosure shall include a description of actions, which the Contractor has taken or proposes to take, after consultation with the City to avoid, mitigate, or neutralize the actual
or potential conflict. Within 45 days, the Contractor shall have taken all necessary steps to avoid, mitigate, or neutralize the conflict of interest to the satisfaction of the City.
c. Interests of City Officers and Staff. No officer, member or employee of City and no member of the City Council shall have any pecuniary interest, direct or indirect, in this Agreement
or the proceeds thereof. Neither Contractor nor any member of any Contractor's family shall serve on any City board or committee or hold any such position which either by rule, practice
or action nominates, recommends, or supervises Contractor's operations or authorizes funding to Contractor. 9. COMPLIANCE WITH LAWS a. In General. Contractor shall observe and comply
with all laws, policies, general rules and regulations established by City and shall comply with the common law and all laws, ordinances, codes and regulations of governmental agencies,
(including federal, state, municipal and local governing bodies) applicable to the performance of the Scope of Work hereunder, including, but not limited to, all provisions of the Occupational
Safety and Health Act of 1979 as amended, and Section 1771 of the California Labor Code. b. Licenses and Permits. Contractor represents and warrants to City that it has all licenses,
permits, qualifications and approvals of whatsoever
Highway 9 Phase III Agreement with BKF nature which are legally required for Contractor to practice its profession. Contractor represents and warrants to City that Contractor shall,
at its sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Contractor to practice
its profession. In addition to the foregoing, Contractor shall obtain and maintain during the term hereof a valid City of Saratoga Business. c. Funding Agency Requirements. To the extent
that this Agreement may be funded by fiscal assistance from another entity, Contractor shall comply with all applicable rules and regulations to which City is bound by the terms of such
fiscal assistance program. d. Drug-free Workplace. Contractor and Contractor's employees and subcontractors shall comply with the City's policy of maintaining a drug-free workplace.
Neither Contractor nor Contractor's employees and subcontractors shall unlawfully manufacture, distribute, dispense, possess or use controlled substances, as defined in 21 U.S. Code
Section 812, including marijuana, heroin, cocaine, and amphetamines, at any facility, premises or worksite used in any manner in connection with performing services pursuant to this
Agreement. If Contractor or any employee or subcontractor of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at such a facility, premises,
or worksite, the Contractor, within five days thereafter, shall notify the City. e. Discrimination Prohibited. Contractor assures and agrees that Contractor will comply with Title VII
of the Civil Rights Act of 1964 and other laws prohibiting discrimination and that no person shall, on the grounds of race, creed, color, disability, sex, sexual orientation, national
origin, age, religion, Vietnam era veteran's status, political affiliation, or any other non-merit factors be excluded from participating in, be denied the benefits of, or be otherwise
subjected to discrimination under this Agreement. 10. DOCUMENTS AND RECORDS Property of City. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda or other
written documents or materials prepared by Contractor pursuant to this Agreement shall become the property of City upon completion of the work to be performed hereunder or upon termination
of this Agreement. City agrees that Contractor shall bear no responsibility for any modifications by others made to the documents prepared by the Contractor. City also agrees that Contractor
shall bear no responsibility for any re-use by third parties of the documents prepared by Contractor. Retention of Records. Until the expiration of five years after the furnishing of
any services pursuant to this Agreement, Contractor shall retain and
Highway 9 Phase III Agreement with BKF make available to the City or any party designated by the City, upon written request by City, this Agreement, and such books, documents and records
of Contractor (and any books, documents, and records of any subcontractor(s)) that are necessary or convenient for audit purposes to certify the nature and extent of the reasonable cost
of services to City. Use Of Recycled Products. Contractor shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available
at equal or less cost than virgin paper. Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design
specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall
be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility" as per the sample below. ______________________________ Seal and Signature of
Registered Professional with report/design responsibility. 11. CONFIDENTIAL INFORMATION Contractor shall hold any confidential information received from City in the course of performing
this Agreement in trust and confidence and will not reveal such confidential information to any person or entity, either during the term of the Agreement or at any time thereafter. Upon
expiration of this Agreement, or termination as provided herein, Contractor shall return materials which contain any confidential information to City. Contractor may keep one copy for
its confidential file. For purposes of this paragraph, confidential information is defined as all information disclosed to Contractor which relates to City's past, present, and future
activities, as well as activities under this Agreement, which information is not otherwise of public record under California law. 12. RESPONSIBILITY OF CONTRACTOR Contractor shall take
all responsibility for the work, shall bear all losses and damages directly or indirectly resulting to Contractor, to any subcontractor, to the City, to City officers and employees,
or to parties designated by the City, on account of the performance or character of the work, unforeseen difficulties, accidents, occurrences or other causes predicated on Contractor’s
negligence, recklessness, or willful misconduct. Contractor is required to pay prevailing wages, in accordance with Section 1771 of the California Labor Code;
Highway 9 Phase III Agreement with BKF Contractor must also ensure that prevailing wages are paid by any subcontractor. 13. INDEMNIFICATION Contractor and City agree that City, its employees,
agents and officials shall, be protected from any loss, injury, damage, claim, lawsuit, cost, expense, attorneys fees, litigation costs, defense costs, court costs or any other cost
as set forth below. Contractor acknowledges that City would not enter into this agreement in the absence of the commitment of Contractor to indemnify and protect City as set forth below.
a. Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold harmless City, its employees, agents and officials, from any liability, claims, suits,
actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs (including, without limitation, costs and fees of litigation) of any kind
whatsoever without restriction or limitation, incurred in relation to, as a consequence of of or arising out of or in any way attributable actually, allegedly or impliedly, in whole
or in part, to the performance of this Agreement in a manner that is negligent, reckless or in willful misconduct. All obligations under this provision are to be paid by Contractor as
they are incurred by the City. b. Limitation on Indemnity. Without affecting the rights of City under any provision of this agreement or this section, Contractor shall not be required
to defend, indemnify and hold harmless City as set forth above for liability attributable to the active negligence, sole negligence, or willful misconduct of City, provided such active
negligence, sole negligence, or willful misconduct is determined by agreement between the parties or the findings of a court of competent jurisdiction. c. Scope of Contractor Obligation.
The obligations of Contractor under this or any other provision of this Agreement will not be limited by the provisions of any workers' compensation act or similar act. Contractor expressly
waives its statutory immunity under such statutes or laws as to City, its employees and officials. d. Subcontractors. Contractor agrees to obtain executed indemnity agreements with provisions
identical to those set forth here in this section from each and every subcontractor, sub tier contractor or any other person or entity involved by, for, with or on behalf of Contractor
in the performance or subject matter of this Agreement. In the event Contractor fails to obtain such indemnity obligations from others as required here, Contractor agrees to be fully
Highway 9 Phase III Agreement with BKF responsible according to the terms of this section. e. In General. Failure of City to monitor compliance with these requirements imposes no additional
obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on the successors, assigns,
or heirs of Contractor and shall survive the termination of this agreement or this section. City approval of the insurance contracts required by this Agreement does not relieve the Contractor
or subcontractors from liability under this paragraph. 14. INSURANCE REQUIREMENTS Contractor shall procure and maintain for the duration of the contract insurance as set forth in Exhibit
E. The cost of such insurance shall be included in the Contractor's bid. 15. DEFAULT AND REMEDIES a. Events of default. Each of the following shall constitute an event of default hereunder:
1. Failure to perform any obligation under this Agreement and failure to cure such breach immediately upon receiving notice of such breach, if the breach is such that the City determines
the health, welfare, or safety of the public is immediately endangered; or 2. Failure to perform any obligation under this Agreement and failure to cure such breach within fifteen (15)
days of receiving notice of such breach, if the breach is such that the City determines that the health, welfare, or safety of the public is not immediately endangered, provided that
if the nature of the breach is such that the City determines it will reasonably require more than fifteen (15) days to cure, Contractor shall not be in default if Contractor promptly
commences the cure and diligently proceeds to completion of the cure. b. Remedies upon default. Upon any Contractor default, City shall have the right to immediately suspend or terminate
the Agreement, seek specific performance, contract with another party to perform this Agreement and/or seek damages including incidental, consequential and/or special damages to to the
full extent allowed by law. c. No Waiver. Failure by City to seek any remedy for any default hereunder shall not constitute a waiver of any other rights hereunder or any right to seek
any remedy for any subsequent default.
Highway 9 Phase III Agreement with BKF 16. TERMINATION Either party may terminate this Agreement with or without cause by providing 10 days notice in writing to the other party. The
City may terminate this Agreement at any time without prior notice in the event that Contractor commits a material breach of the terms of this Agreement. Upon termination, this Agreement
shall become of no further force or affect whatsoever and each of the parties hereto shall be relieved and discharged here-from, subject to payment for acceptable services rendered prior
to the expiration of the notice of termination. Notwithstanding the foregoing, the provisions of this Agreement concerning retention of records, City's rights to material produced, confidential
information, contractor's responsibility, indemnification, insurance, dispute resolution, litigation, and jurisdiction and severability shall survive termination of this Agreement. 17.
DISPUTE RESOLUTION The parties shall make a good faith effort to settle any dispute or claim arising under this Agreement. If the parties fail to resolve such disputes or claims, they
shall submit them to non-binding mediation in California at shared expense of the parties for at least 8 hours of mediation. If mediation does not arrive at a satisfactory result, arbitration,
if agreed to by all parties, or litigation may be pursued. In the event any dispute resolution processes are involved, each party shall bear its own costs and attorneys fees. 18.LITIGATION
If any litigation is commenced between parties to this Agreement concerning any provision hereof or the rights and duties of any person in relation thereto, each party shall bear its
own attorneys' fees and costs. 19.JURISDICTION AND SEVERABILITY This Agreement shall be administered and interpreted under the laws of the State of California. Jurisdiction of litigation
arising from this Agreement shall be in that state and venue shall be in Santa Clara County, California. If any part of this Agreement is found to conflict with applicable laws, such
part shall be inoperative, null and void insofar as it conflicts with said laws, but the remainder of this Agreement shall be in full force and effect. 20.NOTICE OF NON-RENEWAL Contractor
understands and agrees that there is no representation, implication, or understanding that the City will request that work product provided by Contractor under this Agreement be supplemented
or continued by Contractor under a new agreement following expiration or termination of this Agreement. Contractor waives all rights or claims to notice or hearing respecting any failure
by City to continue to request or retain all or any portion of the work product from Contractor following the expiration or termination of this Agreement.
Highway 9 Phase III Agreement with BKF 21.PARTIES IN INTEREST This Agreement is entered only for the benefit of the parties executing this Agreement and not for the benefit of any other
individual, entity or person.
Highway 9 Phase III Agreement with BKF EXHIBIT E INSURANCE Please refer to the insurance requirements listed below. Those that have an “X” indicated in the space before the requirement
apply to Contractor's Agreement (ignore any not checked). Contractor shall provide its insurance broker(s)/agent(s) with a copy of these requirements and request that they provide Certificates
of Insurance complete with copies of all required endorsements to: Administrative Services Officer, City of Saratoga, 13777 Fruitvale Avenue, Saratoga, CA 95070. Contractor shall furnish
City with copies of original endorsements affecting coverage required by this Exhibit E. The endorsements are to be signed by a person authorized by that insurer to bind coverage on
its behalf. All endorsements and certificates are to be received and approved by City before work commences. City has the right to require Contractor's insurer to provide complete, certified
copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. X Commercial General/Business Liability Insurance with coverage
as indicated: X $1,000,000 per occurrence/$2,000,000 aggregate limits for bodily injury and property damage ___ $ ____________ per occurrence bodily injury/$ ___________ per occurrence
property damage ___ Coverage for X, C, U hazards MUST be evidenced on the Certificate of Insurance ___ If the standard ISO Form wording for "OTHER INSURANCE", or other comparable wording,
is not contained in Contractor's liability insurance policy, an endorsement must be provided that said insurance will be primary insurance and any insurance or self-insurance maintained
by City, its officers, employees, agents or volunteers shall be in excess of Contractor's insurance and shall not contribute to it. X Auto Liability Insurance with coverage as indicated:
X $1,000,000 combined single limit for bodily injury and property damage
Highway 9 Phase III Agreement with BKF ___ $ ____________ per person/$__________ per accident for bodily injury ___ $ ____________ per occurrence for property damage ___ $ 500,000 combined
single limit for bodily injury and property damage ___ Garage keepers extra liability endorsement to extend coverage to all vehicles in the care, custody and control of the contractor,
regardless of where the vehicles are kept or driven. X Professional/Errors and Omissions Liability with coverage as indicated: X $1,000,000 per loss/$2,000,000 aggregate ___ $5,000,000
per loss/$5,000,000 aggregate Contractor must maintain Professional/Errors & Omissions Liability coverage for a period of three years after the expiration of this Agreement. Contractor
may satisfy this requirement by renewal of existing coverage or purchase of either prior acts or tail coverage applicable to said three year period. X Workers' Compensation Insurance
X Including minimum $1,000,000 Employer's Liability The Employer's Liability policy shall be endorsed to waive any right of subrogation as respects the City, its employees or agents.
The Contractor makes the following certification, required by section 1861 of the California Labor Code: I am aware of the provisions of Section 3700 of the Labor Code which require
every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions
before commencing the performance of the work of this contract X Additional Insured Endorsement(s) for Commercial General/Business Liability coverage naming the City of Saratoga, its
officers, employees and agents as additional insured. (NOTE: additional insured language on the Certificate of Insurance is NOT acceptable without a separate endorsement such as Form
CG 20 10) X The Certificate of Insurance MUST provide 30 days notice of cancellation, (10 days notice for non-payment of premium). NOTE: the following words must be crossed out or deleted
from the the standard cancellation clause: ". . . endeavor to . . ." AND “. . . but failure to
Highway 9 Phase III Agreement with BKF mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives." X All subcontractors used
must comply with the above requirements except as noted below: As to all of the checked insurance requirements above, the following shall apply: a. Deductibles and Self-Insured Retentions.
Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles
or self-insured retentions as respects the City, its officers, officials and employees; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigations,
claim administration and defense expenses. b. City as Additional Insured. The City, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability
arising out of activities performed by or on behalf of the Contractor; products and completed operations of the Contractor, premises owned, occupied or used by the Contractor, or automobiles
owned, leased, hired or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of the protection afforded to the City, its officers, officials, employees
or volunteers. c. Other Insurance Provisions. The policies are to contain, or be endorsed to contain, the following provisions: 1. Any failure to comply with reporting provisions of
the policies shall not affect coverage provided to the City, its officers, officials, employees or volunteers. 2. The Contractor's insurance shall apply separately to each insured against
whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
Highway 9 Phase III Agreement with BKF 3. Coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written
notice by certified mail, return receipt requested, has been given to the City. d. Acceptability of Insurers. Insurance is to be placed with insurers with a Bests' rating of no less
than A: VII